Securities and Exchange Commission
Washington, D. C. 20549
---------------
Form 10-SB/A
Amendment No. 1
--------------
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
BINGHAM CANYON CORPORATION
(Name of registrant in its charter)
NEVADA 51-0292843
(State of incorporation) (I.R.S. Employer Identification No.)
3353 South Main
Suite 584
Salt Lake City, Utah 84115
(801) 323-2395
(Address and telephone number of principal executive offices
and principal place of business)
----------------
Securities registered pursuant to Section 12(b) of the Act:
None
----------------
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001
Title of each class
<PAGE>
Table of Contents
PART I
Item 1: Description of Business............................................3
Item 2: Management's Discussion and Analysis or Plan of Operation..........6
Item 3: Description of Property............................................6
Item 4: Security Ownership of Certain Beneficial Owners and Management.....6
Item 5: Directors, Executive Officers, Promoters and Control Persons.......7
Item 6: Executive Compensation.............................................8
Item 7: Certain Relationships and Related Transactions.....................8
Item 8: Description of Securities..........................................8
PART II
Item 1: Market Price for Common Equity and Related Stockholder Matters.....9
Item 2: Legal Proceedings..................................................9
Item 3: Changes in and Disagreements with Accountants......................9
Item 4: Recent Sales of Unregistered Securities............................9
Item 5: Indemnification of Directors and Officers..........................9
PART F/S
Index to Financial Statements.............................................10
PART III
Item 1: Index to and Description of Exhibits..............................11
2
<PAGE>
FORWARD LOOKING STATEMENTS
In this registration statement references to "Bingham Canyon," "we,"
"us," and "our" refer to Bingham Canyon Corporation
This Form 10-SB contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. For this
purpose any statements contained in this Form 10-SB that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the foregoing, words such as "may," "will," "expect," "believe," "anticipate,"
"estimate" or "continue" or comparable terminology are intended to identify
forward-looking statements. These statements by their nature involve substantial
risks and uncertainties, and actual results may differ materially depending on a
variety of factors, many of which are not within Bingham Canyon's control. These
factors include but are not limited to economic conditions generally and in the
industries in which Bingham Canyon may participate; competition within Bingham
Canyon's chosen industry, including competition from much larger competitors;
technological advances and failure by Bingham Canyon to successfully develop
business relationships.
ITEM 1: DESCRIPTION OF BUSINESS
Business Development
On August 19, 1998, Bingham Canyon Corporation was incorporated in the
state of Nevada. Bingham Canyon merged with Bingham Canyon Corporation, a
Delaware corporation, on August 26, 1999. Bingham Delaware merged with Bingham
Nevada solely to change its domicile from Delaware to Nevada. Bingham Delaware
had no commercial operations at that time and was the subsidiary of VIP
Worldnet, Inc., a Nevada corporation.
We are a development stage company and have suffered losses since our
inception. Our independent auditors have expressed doubt that we can continue as
a going concern unless we obtain financing. We have voluntarily filed this
registration statement to become a reporting company.
Our Plan
Our business plan is to seek, investigate, and, if warranted, acquire
an interest in a business opportunity. Our acquisition of a business opportunity
may be made by merger, exchange of stock, or otherwise. We have very limited
sources of capital, and we probably will only be able to take advantage of one
business opportunity. At the present time we have not identified any business
opportunity that we plan to pursue, nor have we reached any agreement or
definitive understanding with any person concerning an acquisition.
Our search for a business opportunity will not be limited to any
particular geographical area or industry. Our management has unrestricted
discretion in seeking and participating in a business opportunity, subject to
the availability of such opportunities, economic conditions and other factors.
Our management believes that companies who desire a public market to enhance
liquidity for current shareholders or plan to acquire additional assets through
issuance of securities rather than for cash will be potential merger or
acquisition candidates.
The selection of a business opportunity in which to participate is
complex and extremely risky and will be made by management in the exercise of
its business judgement. There is no assurance that we will be able to identify
and acquire any business opportunity which will ultimately prove to be
beneficial to us and our shareholders.
Our activities are subject to several significant risks which arise
primarily as a result of the fact that we have no specific business and may
acquire or participate in a business opportunity based on the decision of
management which will, in all probability, act without consent, vote, or
approval of our shareholders.
3
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Investigation and Selection of Business Opportunities
A decision to participate in a specific business opportunity may be
made upon our management's analysis of the quality of the other company's
management and personnel, the anticipated acceptability of new products or
marketing concept, the merit of technological changes, the perceived benefit
that company will derive from becoming a publicly held entity, and numerous
other factors which are difficult, if not impossible, to analyze through the
application of any objective criteria. In many instances, we anticipate that the
historical operations of a specific business opportunity may not necessarily be
indicative of the potential for the future because of the possible need to shift
marketing approaches substantially, expand significantly, change product
emphasis, change or substantially augment management, or make other changes. We
will be dependent upon the owners of a business opportunity to identify any such
problems which may exist and to implement, or be primarily responsible for the
implementation of, required changes.
Our management will analyze the business opportunities, however, none
of our management are professional business analysts (See "Directors and
Executive Officers," below). Our management might hire an outside consultant to
assist in the investigation and selection of business opportunities. Since our
management has no current plans to use any outside consultants or advisors to
assist in the investigation and selection of business opportunities, no policies
have been adopted regarding use of such consultants or advisors. We have not
established the criteria to be used in selecting such consultants or advisors,
the service to be provided, the term of service, or the total amount of fees
that may be paid. However, because of our limited resources, it is likely that
any such fee we agree to pay would be paid in stock and not in cash.
In our analysis of a business opportunity we anticipate that we will
consider, among other things, the following factors:
(1) Potential for growth and profitability, indicated by new
technology, anticipated market expansion, or new products;
(2) Our perception of how any particular business opportunity will be
received by the investment community and by our stockholders;
(3) Whether, following the business combination, the financial
condition of the business opportunity would be, or would have a significant
prospect in the foreseeable future of becoming sufficient to enable our
securities to qualify for listing on a exchange or on a national automated
securities quotation system, such as NASDAQ.
(4) Capital requirements and anticipated availability of required
funds, to be provided by us or from operations, through the sale of additional
securities, through joint ventures or similar arrangements, or from other
sources;
(5) The extent to which the business opportunity can be advanced;
(6) Competitive position as compared to other companies of similar size
and experience within the industry segment as well as within the industry as a
whole;
(7) Strength and diversity of existing management, or management
prospect that are scheduled for recruitment;
(8) The cost of our participation as compared to the perceived tangible
and intangible values and potential; and
(9) The accessibility of required management expertise, personnel, raw
materials, services, professional
4
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assistance, and other required items.
No one of the factors described above will be controlling in the
selection of a business opportunity. Management will attempt to analyze all
factors appropriate to each opportunity and make a determination based upon
reasonable investigative measures and available data. Potentially available
business opportunities may occur in many different industries and at various
stages of development. Thus, the task of comparative investigation and analysis
of such business opportunities will be extremely difficult and complex.
Potential investors must recognize that, because of our limited capital
available for investigation and management's limited experience in business
analysis, we may not discover or adequately evaluate adverse facts about the
opportunity to be acquired.
Form of Acquisition
We cannot predict the manner in which we may participate in a business
opportunity. Specific business opportunities will be reviewed as well as our
needs and desires and those of the promoters of the opportunity. The legal
structure or method deemed by management to be suitable will be selected based
upon our review and our relative negotiating strength. Such structure may
include, but is not limited to, leases, purchase and sale agreements, licenses,
joint ventures and other contractual arrangements. We may act directly or
indirectly through an interest in a partnership, corporation or other form of
organization. We may be required to merge, consolidate or reorganize with other
corporations or forms of business organization. In addition, our present
management and stockholders most likely will not have control of a majority of
our voting shares following a merger or reorganization transaction. As part of
such a transaction, our existing directors may resign and new directors may be
appointed without any vote by our stockholders.
Competition
We expect to encounter substantial competition in our effort to locate
attractive opportunities. Business development companies, venture capital
partnerships and corporations, venture capital affiliates of large industrial
and financial companies, small investment companies, and wealthy individuals
will be our primary competition. Many of these entities will have significantly
greater experience, resources and managerial capabilities than we do and will be
in a better position than we are to obtain access to attractive business
opportunities. We also will experience competition from other public "blind
pool" companies, many of which may have more funds available.
Employees
We currently have no employees. Our management expects to confer with
consultants, attorneys and accountants as necessary. We do not anticipate a need
to engage any full-time employees so long as we are seeking and evaluating
business opportunities. We will determine the need for employees based upon the
specific business opportunity.
Reports to Security Holders
Bingham Canyon has voluntarily elected to file this Form 10-SB
registration statement to become a reporting company under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). As a result we are
required to comply with the reporting requirements of the Exchange Act. We are
required to file annual, quarterly and other reports with the Securities and
Exchange Commission ("SEC"). We also are subject to the proxy solicitation
requirements of the Exchange Act and, accordingly, will furnish an annual report
with audited financial statements to our stockholders.
Available Information
Copies of this registration statement may be inspected, without charge,
at the SEC's Public Reference Room at 450 Fifth Street N.W., Washington, D.C.
20549. The public may obtain information on the operation of
5
<PAGE>
the Public Reference Room by calling the SEC at 1-800-SEC-0300. Copies of this
material also should be available through the Internet by using the SEC's EDGAR
Archive, which is located at http://www.sec.gov.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Plan of Operation
Since inception, we have had no revenues and have experienced losses.
We have financed our operations primarily through the sale of our common stock
or by loans from shareholders. For the nine month period ended September 30,
2000, we had no cash on hand and total current liabilities of $27,000. The
$27,000 note payable is for legal and accounting fees incurred during 1999 which
were paid on our behalf by Mutual Ventures Corporation, a related party. We have
no material commitments for the next twelve months. We believe that our current
cash needs for at least the next twelve months can be met by loans from our
directors, officers and shareholders. These loans will be repaid when monies
become available.
Our management intends to actively pursue business opportunities during
the next twelve months. All risks inherent in new and inexperienced enterprises
are inherent in our business. Based on current economic and regulatory
conditions, management believes that it is possible, if not probable, for a
company like ours, without many assets or liabilities, to negotiate a merger or
acquisition with a viable private company. The opportunity arises principally
because of the high legal and accounting fees and the length of time associated
with the registration process of "going public". However, should any of these
conditions change, it is very possible that there would be little or no economic
value for anyone taking over control of Bingham Canyon.
Potential investors must recognize that because of our limited capital
available for investigation and management's limited experience in business
analysis we may not discover or adequately evaluate adverse facts about the
business opportunity to be acquired. Also, we intend to concentrate our
acquisition efforts on properties or businesses that we believe to be
undervalued or that we believe may realize a substantial benefit from being
publicly owned. Investors should expect that any acquisition candidate may have
little or no operating history, or a history of losses or low profitability.
It is emphasized that our management may effect transactions having a
potentially adverse impact upon our shareholders pursuant to the authority and
discretion of our management to complete acquisitions without submitting any
proposal to the stockholders for their consideration.
Should a merger or acquisition prove unsuccessful, it is possible that
we may decide not to pursue further acquisition activities and management may
abandon its activities and our shares would become worthless.
ITEM 3: DESCRIPTION OF PROPERTIES
We do not currently own or lease any property. We utilize office space
in the office of one of our shareholders at no cost. Until we pursue a viable
business opportunity and recognize income, we will not seek independent office
space.
ITEM 4: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of our
outstanding common stock of each person or group known by us to own beneficially
more than 5% of our outstanding common stock and ownership of our management.
Beneficial ownership is determined in accordance with the rules of the SEC and
generally includes voting or investment power with respect to securities. Except
as indicated by footnote, the persons named in the
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table below have sole voting power and investment power with respect to all
shares of common stock shown as beneficially owned by them. The percentage of
beneficial ownership is based on 17,000,000 shares of common stock outstanding
as of December 8, 2000.
CERTAIN BENEFICIAL OWNERS
Common Stock Beneficially Owned
Name and Address of Number of Shares of
Beneficial Owners Common Stock Percentage of Class
VIP Worldnet, Inc. 15,010,450* 88.3%
154 E. Ford Avenue
Salt Lake City, Utah 84115
* VIP Worldnet, Inc. holds 15,000,000 shares and its president and
director, Joanne Clinger, beneficially owns 10,450 shares.
MANAGEMENT
Common Stock Beneficially Owned
Name and Address of Number of Shares
Beneficial Owners Common Stock Percentage of Class
John W. Peters 200* **
476 East South Temple, Suite 440
Salt Lake City, Utah 84111
* Includes 200 shares held by spouse.
** Less than 1%
ITEM 5: DIRECTORS AND EXECUTIVE OFFICERS
Our executive officers and directors and their respective ages,
positions and term of office are set forth below. Biographical information for
each of those persons is also presented below. Our bylaws require at least one
director and up to nine directors who serve for a term of one year and our
executive officers are chosen by our Board of Directors and serve at its
discretion. There are no existing family relationships between or among any of
our executive officers or directors.
<TABLE>
<CAPTION>
Name Age Position Held Director or Officer Since
---- --- ------------- -------------------------
<S> <C> <C> <C>
Brett Mayer 28 President and Director June 30, 2000
John W. Peters 48 Secretary/Treasurer and Director July 19, 1999
</TABLE>
Brett Mayer. From January 1995 to the present Mr. Mayer has been an
account executive for Universal Business Insurance primarily marketing and
selling insurance policies. He received a bachelors degree in economics from the
University of Utah.
John Peters. Since July 1999 Mr. Peters has been the manager of
Development Specialties, Inc. a property management company. Since 1995 to the
present he has been President and Chairman of the Board of
7
<PAGE>
Earth Products and Technologies, Inc, a reporting company. From 1993 to 1995 he
was employed as Earth Products' operations manager. He also is a Director of
Skinovation Pharmaceutical, Inc. a reporting company. Prior business experience
includes President and executive officer of Certified Environmental
Laboratories, Inc. and Vice President of Sales and Marketing for Comco
Communications Corp. in California. Mr. Peters studied business administration
at Long Beach Community College and California Polytechnic State University in
San Louis Obispo, California.
ITEM 6: EXECUTIVE COMPENSATION
Our named executive officers have not received any cash compensation,
bonuses, stock appreciation rights, long term compensation, stock awards or
long-term incentive rights from us during the past three fiscal years. We have
not entered into employment contracts with our executive officers and their
compensation, if any, will be determined at the discretion of our Board of
Directors.
Compensation of Directors
We do not have any standard arrangement for compensation of our
directors for any services provided as director, including services for
committee participation or for special assignments.
ITEM 7: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We have not engaged in any transactions in excess of $60,000 during the
past two years involving our executive officers, directors, 5% stockholders or
immediate family members of such persons.
Parent Company
VIP Worldnet, Inc. is our parent company and beneficially owns
15,010,450 shares of our common stock. Such shares represent 88.3% of our issued
and outstanding shares.
ITEM 8: DESCRIPTION OF SECURITIES
Common Stock
We are authorized to issue 100,000,000 shares of common stock, par
value $.001, of which 17,000,000 are outstanding as of December 8, 2000. All
shares of common stock have equal rights and privileges with respect to voting,
liquidation and dividend rights. Each share of common stock entitles the holder
thereof (i) to one non- cumulative vote for each share held of record on all
matters submitted to a vote of the stockholders, (ii) to participate equally and
to receive any and all such dividends as may be declared by the Board of
Directors out of funds legally available; and (iii) to participate pro rata in
any distribution of assets available for distribution upon liquidation of the
Company. Our stockholders have no preemptive rights to acquire additional shares
of common stock or any other securities.
8
<PAGE>
PART II
ITEM 1: MARKET PRICE FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
We do not have an established public trading market. We have
approximately 84 stockholders of record with 15,010,650 restricted shares, as
that term is defined in Rule 144, and 1,989,350 free trading shares. We do not
have any outstanding options or warrants to purchase our common shares. We have
not declared dividends on our common stock and do not anticipate paying
dividends on our common stock in the foreseeable future.
ITEM 2: LEGAL PROCEEDINGS
We are not a party to any proceedings or threatened proceedings as of
the date of this filing.
ITEM 3: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
We have had no change in, or disagreements with, our principal
independent accountant during our last two fiscal years.
ITEM 4: RECENT SALES OF UNREGISTERED SECURITIES
On August 18, 1998, we issued an aggregate of 100 shares to our
founding officers and directors. We sold 50 shares each to Matthew McLelland and
April Marino for $1.00 each. These shares were subsequently canceled and
returned to the corporate treasury. The issuance of such shares was exempt from
registration under the Securities Act of 1933 by reason of Sections 4(2) as a
private transaction not involving a public distribution.
ITEM 5: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Nevada Revised Statutes Section 78.7502 and 78.751 our
Articles of Incorporation and bylaws provide for the indemnification of present
and former directors and officers and each person who serves at our request as
our officer or director. Indemnification for a director is mandatory and
indemnification for an officer, agent or employee is permissive. We will
indemnify such individuals against all costs, expenses and liabilities incurred
in a threatened, pending or completed action, suit or proceeding brought because
such individual is our director or officer. Such individual must have conducted
himself in good faith and reasonably believed that his conduct was in, or not
opposed to, our best interest. In a criminal action he must not have had a
reasonable cause to believe his conduct was unlawful. This right of
indemnification shall not be exclusive of other rights the individual is
entitled to as a matter of law or otherwise.
We will not indemnify an individual adjudged liable due to his
negligence or wilful misconduct toward us, or if he improperly received personal
benefit. Indemnification in a derivative action is limited to reasonable
expenses incurred in connection with the proceeding. Also, we are authorized to
purchase insurance on behalf of an individual for liabilities incurred whether
or not we would have the power or obligation to indemnify him pursuant to our
bylaws.
Our bylaws provide that directors may receive advances for expenses if
the individual provides a written affirmation of his good faith belief that he
has met the appropriate standards of conduct and he will repay the advance if he
is judged not to have met the standard of conduct.
9
<PAGE>
PART F/S
INDEX TO FINANCIAL STATEMENTS
Bingham Canyon Corporation Financial Statements for September 30, 2000,
December 31, 1999 and 1998.
Auditors report F-1
Balance sheet F-2
Statement of operations F-3
Statement of stockholder's equity F-4
Statement of cash flows F-5
Notes F-6
10
<PAGE>
BINGHAM CANYON CORPORATION
FINANCIAL STATEMENTS
September 30, 2000,
December 31, 1999, and 1998
Smith
&
Company
A Professional Corporation of Certified Public Accountants
10 West 100 South, #700o Salt Lake City, Utah 84101-1554
Telephone: (801) 575-8297o Facsimile: (801) 575-8306
11
<PAGE>
Smith
&
Company
A Professional Corporation of Certified Public Accountants
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Bingham Canyon Corporation
(A Development Stage Company)
We have audited the accompanying balance sheets of Bingham Canyon Corporation (a
development stage company) as of September 30, 2000, December 31, 1999 and 1998,
and the related statements of operations, changes in stockholders' equity
(deficit), and cash flows for the periods ended September 30, 2000, December 31,
1999, and 1998, and for the period of February 27, 1986 (date of inception) to
September 30, 2000. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Bingham Canyon Corporation (a
development stage company) as of September 30, 2000, December 31, 1999, and
1998, and the results of its operations, changes in stockholders' equity
(deficit), and its cash flows for the periods ended September 30, 2000, December
31, 1999, and 1998, and for the period of February 27, 1986 (date of inception)
to September 30, 2000, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company has at September 30, 2000 a retained deficit of $44,000. The Company
has suffered losses from operations and has a substantial need for working
capital. This raises substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are described in Note 2
to the financial statements. The accompanying financial statements do not
include any adjustments that may result from the outcome of this uncertainty.
/s/ Smirh & Company
CERTIFIED PUBLIC ACCOUNTANTS
Salt Lake City, Utah
December 15, 2000
10 West 100 South, Suite 700o Salt Lake City, Utah 84101-1554
Telephone: (801) 575-8297o Facsimile: (801) 575-8306
E-mail: [email protected]
Members: American Institute of Certified Public Accountants
o Utah Association of Certified Public Accountants
F-1
<PAGE>
BINGHAM CANYON CORPORATION
(A Development Stage Company)
BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999 1998
------------- -------------- -------------
ASSETS
CURRENT ASSETS
<S> <C> <C> <C>
Cash in bank $ 0 $ 0 $ 0
------------- -------------- -------------
$ 0 $ 0 $ 0
============= ============== =============
LIABILITIES & EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable - related party (Note 4) $ 27,000 $ 27,000 $ 0
------------- -------------- -------------
TOTAL CURRENT LIABILITIES 27,000 27,000 0
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock $.001 par value:
Authorized - 100,000,000 shares
Issued and outstanding 17,000,000 shares 17,000 17,000 17,000
Deficit accumulated during
the development stage (44,000) (44,000) (17,000)
------------- -------------- -------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (27,000) (27,000) 0
------------- -------------- -------------
$ 0 $ 0 $ 0
============= ============== =============
</TABLE>
See Notes to Financial Statements.
F-2
<PAGE>
BINGHAM CANYON CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Period 2/27/86
ended Year ended (Date of
September 30, December 31, inception) to
2000 1999 1998 9/30/2000
-------------- ------------- ------------- -----------------
<S> <C> <C> <C> <C>
Net sales $ 0 $ 0 $ 0 $ 0
Cost of sales 0 0 0 0
-------------- ------------- ------------- -----------------
GROSS PROFIT 0 0 0 0
General & administrative expenses 0 27,000 0 44,000
-------------- ------------- ------------- -----------------
NET LOSS $ 0 $ (27,000) $ 0 $ (44,000)
============== ============= ============= =================
Net income (loss) per weighted
average share $ .000 $ (.002) $ .000
============== ============= =============
Weighted average number of common
shares used to compute net income
(loss) per weighted average share 17,000,000 17,000,000 17,000,000
============== ============= =============
</TABLE>
See Notes to Financial Statements.
F-3
<PAGE>
BINGHAM CANYON CORPORATION
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock During
Par Value $0.001 Development
Shares Amount Stage
------------- ------------- -----------------
<S> <C> <C> <C>
Balances at 2/27/86 (Date of inception) 0 $ 0 $ 0
Issuance of common stock (restricted)
at $.001 per share at 4/24/86 17,000,000 17,000
Net loss for period (3,400)
------------- ------------- -----------------
Balances at 12/31/86 17,000,000 17,000 (3,400)
Net loss for year (3,400)
------------- ------------- -----------------
Balances at 12/31/87 17,000,000 17,000 (6,800)
Net loss for year (3,400)
------------- ------------- -----------------
Balances at 12/31/88 17,000,000 17,000 (10,200)
Net loss for year (3,400)
------------- ------------- -----------------
Balances at 12/31/89 17,000,000 17,000 (13,600)
Net loss for year (3,400)
------------- ------------- -----------------
Balances at 12/31/90 17,000,000 17,000 (17,000)
Net income for year 0
------------- ------------- -----------------
Balances at 12/31/91 17,000,000 17,000 (17,000)
Net income for year 0
------------- ------------- -----------------
Balances at 12/31/92 17,000,000 17,000 (17,000)
Net income for year 0
------------- ------------- -----------------
Balances at 12/31/93 17,000,000 17,000 (17,000)
Net income for year 0
------------- ------------- -----------------
Balances at 12/31/94 17,000,000 17,000 (17,000)
Net income for year 0
------------- ------------- -----------------
Balances at 12/31/95 17,000,000 17,000 (17,000)
Net income for year 0
------------- ------------- -----------------
Balances at 12/31/96 17,000,000 17,000 (17,000)
Net income for year 0
------------- ------------- -----------------
Balances at 12/31/97 17,000,000 17,000 (17,000)
Net income for year 0
------------- ------------- -----------------
Balances at 12/31/98 17,000,000 17,000 (17,000)
Net loss for year (27,000)
------------- ------------- -----------------
Balances at 12/31/99 17,000,000 17,000 (44,000)
Net income for period 0
------------- ------------- -----------------
Balances at 9/30/00 17,000,000 $ 17,000 $ (44,000)
============= ============= =================
</TABLE>
See Notes to Financial Statements.
F-4
<PAGE>
BINGHAM CANYON CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Period 2/27/86
ended Year ended (Date of
September 30, December 31, inception) to
2000 1999 1998 9/30/2000
-------------- ------------- ------------- -----------------
OPERATING ACTIVITIES
<S> <C> <C> <C> <C>
Net income (loss) $ 0 $ (27,000) $ 0 $ (44,000)
Adjustments to reconcile net income
(loss) to cash used by operating
activities:
Amortization 0 0 0 17,000
Accounts payable - related party 0 27,000 0 27,000
-------------- ------------- ------------- -----------------
NET CASH USED BY
OPERATING ACTIVITIES 0 0 0 0
INVESTING ACTIVITIES
Organization costs 0 0 0 (17,000)
-------------- ------------- ------------- -----------------
NET CASH REQUIRED BY
INVESTING ACTIVITIES 0 0 0 (17,000)
FINANCING ACTIVITIES
Proceeds from sale of
common stock 0 0 0 17,000
-------------- ------------- ------------- -----------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 0 0 0 17,000
-------------- ------------- ------------- -----------------
INCREASE IN CASH
AND CASH EQUIVALENTS 0 0 0 0
Cash and cash equivalents at beginning
of period 0 0 0 0
-------------- ------------- ------------- -----------------
CASH & CASH EQUIVALENTS
AT END OF PERIOD $ 0 $ 0 $ 0 $ 0
============== ============= ============= =================
</TABLE>
See Notes to Financial Statements.
F-5
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BINGHAM CANYON CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2000, December 31, 1999, and 1998
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
a. Organization & Consolidation Policy
Bingham Canyon Corporation (the Company), a Nevada
corporation, was incorporated on August 19, 1998. On
August 26, 1999, the Company merged with Bingham Canyon
Corporation, a Delaware corporation ("Bingham Delaware").
The Company is the surviving corporation.
Bingham Delaware was Incorporated as Hystar Aerospace
Marketing Corporation of Delaware on February 27, 1986 to
lease, sell, and market airships and the Burkett Mill, a
waste milling device, which rights were acquired from VIP
Worldnet, Inc., initially the only shareholder. The
technology to further develop the airship and the mill by
the parent company proved to be prohibitive, and shortly
after the acquisition of the marketing rights further
activity ceased. Bingham Delaware has been inactive since
that date.
The merger was recorded under the pooling of interests
method of accounting. Each share of the Company remained
outstanding as one fully paid and non-assessable share of
capital stock of the surviving corporation.
The accompanying financial statements present the
financial condition and results of operations of Bingham
Delaware from its inception through the merger date and
of the surviving entity, the Company, as of the merger
date.
b. Recognition of Revenue
The Company recognizes income and expense on the accrual
basis of accounting.
c. Earnings (Loss) Per Share
The computation of earnings (loss) per share of common
stock is based on the weighted average number of shares
outstanding at the date of the financial statements.
d. Cash and Cash Equivalents
The Company considers all highly liquid investments with
maturities of three months or less to be cash
equivalents.
e. Provision for Income Taxes
The Company records the income tax effect of transactions
in the same year that the transactions enter into the
determination of income, regardless of when the
transactions are recognized for tax purposes. Tax credits
are recorded in the year realized. Since the Company has
not yet realized income as of the date of this report, no
provision for income taxes has been made.
In February, 1992, the Financial Accounting Standards
Board adopted Statement of Financial Accounting Standards
No. 109, Accounting for Income Taxes, which supersedes
substantially all existing authoritative literature for
accounting for income taxes and requires deferred tax
balances to be adjusted to reflect the tax rates in
effect when those amounts are expected to become payable
or refundable. The Statement was applied in the Company's
financial statements for the fiscal year commencing
January 1, 1993.
No provision for income taxes have been recorded due to
net operating loss carryforwards totaling approximately
$44,000 that will be offset against future taxable
income. These NOL carryforwards begin to expire in the
year 2001. No tax benefit has been reported in the
financial statements because the Company believes there
is a 50% or greater chance the carryforwards will expire
unused.
F-6
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BINGHAM CANYON CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(continued) September 30, 2000,
December 31, 1999, and 1998
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (continued)
f. Use of Estimates
The preparation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the
date of the financial statement and the reported amounts
of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
g. Dividend Policy
The Company has not yet adopted any policy regarding
payment of dividends.
h. Organization Costs
The Company amortized its organization costs over a five
year period.
NOTE 2: GOING CONCERN
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has no assets
and has had recurring operating losses for the past several years and
is dependent upon financing to continue operations. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty. It is management's plan to find an
operating company to merge with, thus creating necessary operating
revenue.
NOTE 3: CAPITALIZATION
In 1986, the Company issued 17,000,000 shares of common stock for the
marketing rights to a waste milling device. The value of this issuance
was $17,000.
NOTE 4: RELATED PARTY TRANSACTIONS
During the year ended December 31, 1999, the Company incurred $27,000
of professional fees payable to Mutual Ventures Corp. An officer of the
Company is also an employee of Mutual Ventures Corp.
NOTE 5: DEVELOPMENT STAGE COMPANY
The Company is a development stage company as defined in Financial
Accounting Standards Board Statement No. 7. It is concentrating
substantially all of its efforts in raising capital and searching for a
business operation with which to merge, or assets to acquire, in order
to generate significant operations.
F-7
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PART III
ITEM 1: INDEX TO AND DESCRIPTION OF EXHIBITS
Exhibit Number Description Location
3.1 Articles of Incorporation, dated August 19, 1998 Filed 9/18/00
3.2 Articles of Merger filed August 26, 1999 Filed 9/18/00
3.3 Bylaws of Bingham Canyon Filed 9/18/00
27 Financial Data Schedule See attached
SIGNATURE
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf by
the undersigned, who is duly authorized.
Date: December 15, 2000 Bingham Canyon Corporation
------------------
/s/ Brett Mayer
By: _______________________________
Brett Mayer, President and Director
11
